The Company recorded third-quarter sales of $273.1 million. Third-quarter net loss of $1.1 million, or $0.01 per diluted share, included amortization of intangible assets of $13.1 million and aggregated acquisition and integration-related costs of $31.2 million associated with the April 30, 2014 acquisition of ATMI, Inc. Non-GAAP net income was $28.8 million, or $0.21 per diluted share.

For the first nine months of fiscal 2014, sales were $690.4 million. Net loss for the first nine months of 2014 was $1.4 million which included amortization of intangible assets of $24.9 million and aggregated acquisition and integration-related costs of $99.1 million associated with the acquisition of ATMI, Inc. Non-GAAP earnings per share for the first nine months of 2014 were $0.52 per diluted share versus $0.42 per diluted share a year ago.

Bertrand Loy, president and chief executive officer, said: "We had solid execution in the third quarter, which reflected the first full quarter of ATMI results. Business trends reflected seasonal semiconductor demand patterns with some pockets of strength, particularly in Taiwan. As the industry continues to develop the next generation technologies to power the new wave of mobile, computing, and the "Internet of Things" devices, we are leveraging the breadth of our materials and critical materials handling solutions to help our customers improve their yields and time to yield."

Mr. Loy added: "We are pleased with our third-quarter operating performance. Our adjusted operating margin of 18.3 percent exceeded our target model, and we generated strong cash flow from operations of $68 million. As a result, our cash balances grew $24 million during the quarter, net of repaying $25 million of our long-term debt. The integration with ATMI is progressing well and we are ahead of our schedule for realizing the $30 million of the targeted annualized cost synergies."

Quarterly Financial Results Summary

(in millions, except per share data)

GAAP Results

Q3-2014

Q3-2013

Q2-2014

Net sales

$273,054

$164,585

$251,578

Operating income (loss)

$5,368

$23,909

$(23,368)

Operating margin

2.0%

14.5%

(9.3)%

Net (loss) income

$(1,068)

$17,807

$(14,669)

(Loss) earnings per share (EPS)

$(0.01)

$0.13

$(0.11)

Non-GAAP adjusted operating income

$49,886

$24,439

$47,180

Adjusted operating margin

18.3%

14.8%

18.8%

Non-GAAP net income

$28,823

$18,886

$27,432

Non-GAAP EPS

$0.21

$0.14

$0.20

Fourth-Quarter Outlook

For the fiscal fourth quarter ending December 31, 2014 the Company expects sales of $260 million to $275 million, net income of $7 million to $15 million, and net income per diluted share between $0.05 to $0.11 per share. On a non-GAAP basis, EPS is expected to range from $0.15 to $0.21 per diluted share, which reflects net income on a non-GAAP basis in the range of $21 million to $29 million, which is adjusted for expected amortization expense of approximately $13 million, and integration expense of approximately $7 million totaling approximately $20 million or $0.10 per share.

Segment Results

As a result of management and organizational changes in the second quarter of fiscal 2014, the Company is reporting its results in two business segments: Critical Materials Handling (CMH) and Electronic Materials (EM). Summary results by segment are contained in this press release.

CMH provides a broad range of products that filter, handle, dispense, and protect critical materials used in the semiconductor manufacturing process and in other high-technology manufacturing. CMH's products and subsystems include high-purity materials packaging, fluid-handling and dispensing systems, liquid filters, as well as microenvironments that protect critical substrates such as wafers during shipping and manufacturing. CMH also provides specialized graphite components and specialty coatings for use in high temperature applications.

Entegris will hold a conference call to discuss its results for the third quarter on Tuesday, October 28, 2014, at 10:00 a.m. Eastern Time. Participants should dial 719-325-2138 or toll-free 888-293-6960, referencing confirmation code 1959885. Participants are asked to dial in 5 to 10 minutes prior to the start of the call. A replay of the call will be available starting October 28, 2014 at 1:00 p.m. (ET) until December 11, 2014. The replay can be accessed by using passcode 1959885 after dialing 719-457-0820 or 888-203-1112. A live and on-demand webcast of the call can also be accessed from the investor relations section of Entegris' website at www.entegris.com.

ABOUT ENTEGRIS

Entegris is a leading provider of yield-enhancing materials and solutions for advanced manufacturing processes in the semiconductor and other high-technology industries. On April 30, 2014, Entegris acquired Danbury, CT-based ATMI, Inc. Entegris is ISO 9001 certified and has manufacturing, customer service and/or research facilities in the United States, China, France, Germany, Israel, Japan, Malaysia, Singapore, South Korea and Taiwan. Additional information can be found at www.entegris.com.

Non-GAAP Information

The Company's condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States (GAAP). Adjusted EBITDA and Adjusted Operating Income together with related measures thereof, and non-GAAP EPS, are considered "Non-GAAP financial measures" under the rules and regulations of the SEC. These financial measures are provided as a complement to financial measures provided in accordance with GAAP. We provide non-GAAP financial measures in order to better assess and measure operating performance. Management believes the non-GAAP measures better portray our baseline performance before certain gains, losses or other charges that may not be indicative of our business or future outlook. We believe these non-GAAP measures will aid investors' overall understanding of our results by providing a higher degree of transparency for
certain expenses and providing a level of disclosure that will help investors understand how we plan and measure our business. The reconciliations of GAAP to non-GAAP Statement of Operations, GAAP to Adjusted Operating Income and Adjusted EBITDA, and GAAP to Non-GAAP Earnings per Share are included elsewhere in this release.

In addition we have included pro forma segment net sales and segment profit for the Critical Materials Handling and Electronic Materials business segments for the three months ended September 28, 2013 and the three months ended June 28, 2014. Our pro forma presentation includes transactions (i) recorded by ATMI, Inc. prior to its merger with the Company and (ii) as if those business segments were configured during those prior periods to include the businesses included in those segments during the three months ended September 27, 2014. We have provided this non-GAAP pro forma information to provide investors with comparative historical context for the performance of these business segments during the three months ended September 27, 2014. Footnotes to the Historical Non-GAAP Pro Forma Segment Information table provided elsewhere in this release reconcile this information to the
corresponding GAAP information.

Forward-Looking Statements

Certain information contained in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current management expectations only as of the date of this press release, and involve substantial risks and uncertainties that could cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements. Statements that include such words as "anticipate," "believe," "estimate," "expect," "forecast," "may," "will," "should" or the negative thereof and similar expressions as they relate to Entegris or our management are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. These risks
include, but are not limited to, fluctuations in the market price of Entegris' stock, Entegris' future operating results, Entegris' ability to successfully integrate the ATMI business and achieve anticipated synergies, other acquisition and investment opportunities available to Entegris, general business and market conditions and other factors. Additional information concerning these and other risk factors may be found in previous financial press releases issued by Entegris and Entegris' periodic public filings with the Securities and Exchange Commission, including discussions appearing under the headings "Risks Relating to our Business and Industry," "Manufacturing Risks," "International Risks," "Risks Related to Owning Our Securities," and "Risks Related to the Pending Merger with ATMI, Inc." in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, as
well as other matters and important factors disclosed previously and from time to time in the filings of Entegris with the U.S. Securities and Exchange Commission. Except as required under the federal securities laws and the rules and regulations of the Securities and Exchange Commission, we undertake no obligation to update publicly any forward-looking statements contained herein.

Entegris, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

Three months ended

Sept. 27, 2014

Sept. 28, 2013

June 28, 2014

Net sales

$273,054

$164,585

$251,578

Cost of sales

174,311

94,453

162,910

Gross profit

98,743

70,132

88,668

Selling, general and administrative expenses

55,820

31,746

82,347

Engineering, research and development expenses

24,427

13,947

21,581

Amortization of intangible assets

13,128

2,343

9,390

Contingent consideration fair value adjustment

--

(1,813)

(1,282)

Operating (loss) income

5,368

23,909

(23,368)

Interest expense (income), net

10,096

(19)

12,345

Other expense (income), net

110

982

1,351

(Loss) income before income taxes and equity in net loss of affiliates

(4,838)

22,946

(37,064)

Income tax (benefit) expense

(3,810)

5,139

(22,445)

Equity in net loss of affiliates

40

--

50

Net (loss) income

$(1,068)

$17,807

$(14,669)

Basic net (loss) income per common share:

$(0.01)

$0.13

$(0.11)

Diluted net (loss) income per common share:

$(0.01)

$0.13

$(0.11)

Weighted average shares outstanding:

Basic

139,480

138,904

139,238

Diluted

139,480

139,482

139,238

Entegris, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

Nine months ended

September 27, 2014

September 28, 2013

Net sales

$690,436

$507,199

Cost of sales

431,673

292,369

Gross profit

258,763

214,830

Selling, general and administrative expenses

172,954

99,564

Engineering, research and development expenses

61,698

39,547

Amortization of intangible assets

24,854

6,989

Contingent consideration fair value adjustment

(1,282)

(1,813)

Operating income

539

70,543

Interest expense (income), net

22,247

(154)

Other expense (income), net

1,639

(1,141)

(Loss) income before income taxes and equity in net loss of affiliates

(23,347)

71,838

Income tax (benefit) expense

(22,012)

17,853

Equity in net loss of affiliates

90

--

Net (loss) income

$(1,425)

$53,985

Basic net (loss) income per common share:

$(0.01)

$0.39

Diluted net (loss) income per common share:

$(0.01)

$0.39

Weighted average shares outstanding:

Basic

139,215

139,061

Diluted

139,215

139,688

Entegris, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands)

(Unaudited)

September 27, 2014

December 31, 2013

ASSETS

Cash and cash equivalents

$390,493

$384,426

Short-term investments

7,930

--

Accounts receivable, net

175,087

101,873

Inventories

164,601

94,074

Deferred tax assets, deferred tax charges and refundable income taxes

23,450

20,844

Other current assets

21,335

11,088

Total current assets

782,896

612,305

Property, plant and equipment, net

316,385

186,440

Goodwill

336,252

12,274

Intangible assets

322,282

43,509

Deferred tax assets - non-current

1,964

12,039

Other assets

35,441

8,727

Total assets

$1,795,220

$875,294

LIABILITIES AND SHAREHOLDERS' EQUITY

Long-term debt, current maturities

$4,600

$--

Accounts payable

67,095

38,396

Accrued liabilities

93,992

48,816

Income tax payable and deferred tax liabilities

7,601

10,373

Total current liabilities

173,288

97,585

Long-term debt, excluding current maturities

788,249

--

Other liabilities

75,406

20,866

Shareholders' equity

758,277

756,843

Total liabilities and shareholders' equity

$1,795,220

$875,294

Entegris, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

Three months ended

Nine months ended

September 27,
2014

September 28,
2013

September 27,
2014

September 28,
2013

Operating activities:

Net (loss) income

$(1,068)

$17,807

$(1,425)

$53,985

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation

14,130

7,205

33,005

21,812

Amortization

13,128

2,343

24,854

6,989

Stock-based compensation expense

2,358

2,090

6,513

5,859

Charge for fair value mark-up of acquired inventory sold

24,293

--

48,586

--

Provision for deferred income taxes

(3,315)

1,404

(28,782)

3,282

Other

2,129

(16)

7,036

866

Changes in operating assets and liabilities:

Trade accounts and notes receivable

2,970

2,763

(21,299)

(16,722)

Inventories

(1,075)

580

(8,078)

(2,555)

Accounts payable and accrued liabilities

15,330

4,389

27,929

(970)

Income taxes payable and refundable income taxes

(4,653)

(2,285)

(3,153)

5,239

Other

3,524

(3,842)

6,034

(3,092)

Net cash provided by operating activities

67,751

32,438

91,220

74,693

Investing activities:

Acquisition of property and equipment

(15,068)

(14,899)

(44,013)

(49,030)

Acquisition of business, net of cash acquired

(450)

--

(809,390)

(13,358)

Proceeds from maturities of short-term investments

2,977

--

8,888

20,000

Other

162

141

(6,957)

6,688

Net cash used in investing activities

(12,379)

(14,758)

(851,472)

(35,700)

Financing activities:

Payments on long-term debt

(25,000)

--

(62,500)

--

Proceeds from long-term debt

--

--

855,200

--

Payments for debt issue costs

--

--

(20,747)

--

Issuance of common stock

1,202

345

1,705

6,667

Taxes paid related to net share settlement of equity awards

(259)

--

(2,292)

--

Repurchase and retirement of common stock

--

(5,444)

--

(14,826)

Other

(64)

184

765

1,125

Net cash (used in) provided by financing activities

(24,121)

(4,915)

772,131

(7,034)

Effect of exchange rate changes on cash

(7,741)

2,606

(5,812)

(3,596)

Increase in cash and cash equivalents

23,510

15,371

6,067

28,363

Cash and cash equivalents at beginning of period

366,983

343,411

384,426

330,419

Cash and cash equivalents at end of period

$390,493

$358,782

$390,493

$358,782

Entegris, Inc. and Subsidiaries

Segment Information

(In thousands)

(Unaudited)

Three months ended

Nine months ended

Net sales

September
27, 2014

September
28, 2013

June 28,
2014

September
27, 2014

September
28, 2013

Critical Materials Handling

$165,368

$145,601

$176,820

$487,757

$449,534

Electronic Materials

107,686

18,984

74,758

202,679

57,665

Total net sales

$273,054

$164,585

$251,578

$690,436

$507,199

Three months ended

Nine months ended

Segment profit

September
27, 2014

September
28, 2013

June 28,
2014

September
27, 2014

September
28, 2013

Critical Materials Handling

$35,520

$31,616

$41,069

$107,115

$96,727

Electronic Materials

33,316

4,064

22,708

59,728

12,417

Total segment profit

68,836

35,680

63,777

166,843

109,144

Charge for fair value mark-up of acquired inventory

24,293

--

24,293

48,586

--

Amortization of intangibles

13,128

2,343

9,390

24,854

6,989

Contingent consideration fair value adjustment

--

(1,813)

(1,282)

(1,282)

(1,813)

Unallocated expenses

26,047

11,241

54,744

94,146

33,425

Total operating income (loss)

$5,368

$23,909

(23,368)

$539

$70,543

Entegris, Inc. and Subsidiaries

Historical Non-GAAP Pro Forma Segment Information

(In thousands)

(Unaudited)

Three Months Ended

Segment Net Sales (a)

September
27, 2014As Reported

September
28, 2013Pro Forma(1)

June 28,
2014Pro Forma(1)

Critical Materials Handling

$165,368

$157,207

$179,072

Electronic Materials

107,686

94,592

101,548

Total segment net sales

$273,054

$251,799

$280,620

Segment profit (b)

Critical Materials Handling

$35,520

$35,582

$42,054

Electronic Materials

33,316

24,120

28,900

Total segment profit

$68,836

$59,702

$70,954

(1)The above pro forma results include the addition of ATMI, Inc.'s net sales and segment profit amounts recorded prior to the consummation of the merger with the Company on April 30, 2014 to the Company's reported GAAP net sales and segment profit amounts related to businesses that were transferred to the above business segments after the effectiveness of the merger and are provided as a complement to, and should be read in conjunction with, the Condensed Consolidated Statements of Operations to better facilitate the assessment and measurement of the Company's operating performance.

The above GAAP to Non-GAAP Pro Forma Segment Information is reconciled to the Company's GAAP figures for the quarters ended September 28, 2013 and June 28, 2014 in the following footnotes.

(a) The above pro forma segment sales include amounts for the quarters ended September 28, 2013 and June 28, 2014 representing the Company's previously reported sales plus the sales of ATMI, Inc. reported prior to the consummation of the merger with the Company on April 30, 2014 as such sales are not included in the Company's financial statements. CMH sales made by ATMI prior to the merger were $11.6 million and $2.3 million for the quarters ended September 28, 2013 and June 28, 2014, respectively. EM sales made by ATMI, Inc. prior to the merger were $ 75.6 million and $ 26.8 million for the quarters ended September 28, 2013 and June 28, 2014, respectively.

(b) The above pro forma segment profit figures include amounts for the quarters ended September 28, 2013 and June 28, 2014 representing the Company's previously reported segment profit figures plus the segment profit of ATMI, Inc. reported prior to the consummation of the merger with the Company on April 30, 2014, as such segment profits are not included in the Company's financial statements. CMH segment profits by ATMI, Inc. prior to the merger were $4.0 million and $1.0 million for the quarters ended September 28, 2013 and June 28, 2014, respectively. EM segment profits by ATMI, Inc. prior to the merger were $20.1 million and $6.2 million for the quarters ended September 28, 2013 and June 28, 2014, respectively.

Entegris, Inc. and Subsidiaries

GAAP to Non-GAAP Reconciliation of Statement of Operations

(In thousands, except per share data)

(Unaudited)

Three months endedSeptember 27, 2014

Nine months endedSeptember 27, 2014

U.S.
GAAP

Adjustments

Non-
GAAP

U.S.
GAAP

Adjustments

Non-
GAAP

Net sales

$273,054

$---

$273,054

$690,436

$---

$690,436

Cost of sales(a)

174,311

(24,293)

150,018

431,673

(48,586)

383,087

Gross profit

98,743

24,293

123,036

258,763

48,586

307,349

Selling, general and administrative expenses (b)

55,820

(7,097)

48,723

172,954

(46,525)

126,429

Engineering, research and development expenses

24,427

---

24,427

61,698

---

61,698

Amortization of intangible assets (c)

13,128

(13,128)

---

24,854

(24,854)

---

Contingent consideration fair value adjustment (d)

---

---

---

(1,282)

1,282

---

Operating income

5,368

44,518

49,886

539

118,683

119,222

Interest expense, net (e)

10,096

---

10,096

22,247

(3,951)

18,296

Other expense, net (f)

110

142

252

1,639

(70)

1,569

(Loss) income before income taxes

(4,838)

44,376

39,538

(23,347)

122,704

99,357

Income tax (benefit) expense (g)

(3,810)

14,485

10,675

(22,012)

48,374

26,362

Equity in net loss of affiliates

40

---

40

90

---

90

Net (loss) income

$(1,068)

$29,891

$28,823

$(1,425)

$74,330

$72,905

Basic (loss) income per common share:

$(0.01)

$0.21

$0.21

$(0.01)

$0.53

$0.52

Diluted (loss) income per common share:

$(0.01)

$0.21

$0.21

$(0.01)

$0.53

$0.52

Weighted average shares outstanding:

Basic

139,480

139,480

139,480

139,215

139,215

139,215

Diluted

139,480

140,193

140,193

139,215

139,939

139,939

The above GAAP to Non-GAAP Reconciliation of Statement of Operations is provided as a complement to and should be read in conjunction with the Condensed Consolidated Statements of Operations. The above GAAP to Non-GAAP Reconciliation of Statement of Operations is provided to better facilitate the assessment and measurement of the Company's operating performance.

a) Cost of sales for the three and nine months ended September, 2014 is adjusted for $24.3 million and $48.6 million, respectively, charge for fair value mark-up of acquired ATMI, Inc. (ATMI) inventory sold.

b) Selling, general and administrative expense for the three and nine months ended September 27, 2014 is adjusted for $7.1 million and $46.5 million, respectively, for deal costs, integration costs, and transaction-related costs related to the ATMI, Inc. acquisition.

c) Amortization expense for the three and nine months ended September 27, 2014 is adjusted for $13.1 million and $24.9 million, respectively, for amortization expense related to the ATMI and prior acquisitions.

d) Contingent consideration fair value adjustments for the nine months ended September 27, 2014 is adjusted for $1.3 million for a gain associated with the contingent consideration fair value adjustment.

e) Interest expense for the nine months ended September 27, 2014 is adjusted for $4.0 million for bridge loan financing costs related to the ATMI acquisition.

f) Other expense, net for the three and nine months ended September 27, 2014 is adjusted for $(0.1) million and $0.1 million, respectively, for deal costs related to the ATMI acquisition.

g) Income tax (benefit) expense for the three and nine months ended September 27, 2014 is adjusted for $14.5 million and $48.4 million, respectively, related to the adjustments noted above and other items related to the ATMI acquisition and other matters.

Entegris, Inc. and Subsidiaries

Reconciliation of GAAP to Adjusted Operating Income and Adjusted EBITDA